It's Not Over!
by GumGumOnigiri
Summary: They say 'inside every fat man there is a thin man trying to get out'... I don't know if that's ironic or some other fancy word but whoever came up with it needs be shot in the head! *SPOILERS FOR SUPERIOR SPIDER-MAN*
1. Me, Myself And The Octopus

**First time writing anything... kinda nervous. ^^'**

**Anyway Disclaimer! I don't own Marvel or Spider-Man, but if I did... snappy anecdote!**

**Prologue: Me, Myself And The Octopus**

My name was once Peter Parker or 'The Amazing Spider-Man'. You pick, it doesn't matter any more.

A madman by the name Otto Octavius aka Dr. Octopus; as insane as it sounds, killed me and stole my body, my life, my power, my responsibility. And just to rub salt in the wound, the nutjob was actually _better_ at it than me. I could make excuses like 'Oc stole my intelligence' or 'Otto wouldn't even be quarter the man he was without yours truly to keep him in line, and while that is true on some level, it's not exactly comforting.

Especially since I handed it all to him on a silver plater. I knew without my influence Oc would be free go about being his nasty old self, world domination being the first on his grocery list. And with my rather rakish exterior I knew it would be more than just a pipe dream this time. So I had to give him something more than that, and not just more, something that would speak to that massive ego of his. Because as much as Otto loved the thought of the big 'WD' I knew there was one thing he loved even more... beating me. So I gave him everything.

Whatever mental mumbo jumbo that allowed him into my head also allowed me to share my every waking experience with him, right down to the most intimate details of my life. Who I loved, who loved me, who I had been intimate with... I had to stand there and watch as he indulged himself in... _me!_ Like it was the most natural thing in the world. And sadly enough it worked. Oc finally understood why I do what I do, but that doesn't mean he agreed with it. He rose from that moment reborn. Vowing to be better than me in every possible way and declaring himself the _Superior Spider-Man._

Someone once said that with great power comes great responsibility. They don't mention the fact that with great responsibility there must also come great _sacrifice_... must've got lost in the translation.

For months I was trapped in some sort of freaky Star Wars ghost limbo, seemingly nothing but a whisper in the back of Oc's-_my_ mind, watching helplessly as that slimy piece of... reaped the benefits of my life. He helped people, not out of the goodness of his heart or because it was the right thing to do... well the children maybe, no he did it to prove his _superiority _to the dearly departed me and that's not all. He hurt people, even killed them. But the galling thing is, everybody _loved_ him for it. He became the Mayor's confidant who made him his very own _spider signal_ for god's sake! He created tiny little octo-spider robots that patrolled the city keeping him updated on crime, he bugged super villains just so he would have time to take care of my aunt, he got 'back' together with my _ex girlfriend _the love of my life... it was just so creepy and wrong, like a reversed handsome version of Norman Bates! And all I could do was float there and talk to myself in abject misery. It's a wonder I didn't lose my mind!... I know I know, stupid joke.

Over the following months I learned I wasn't completely helpless. I found if I concentrated hard enough I could actually force my will onto his-my body, it still disturbs me how easy killing was to the doctor and then to go on as if nothing happened... Oc just figured it was after effects of the mind transfer. Also when Oc slept or was sufficiently distracted I could actually move his-my hand for a limited time, maybe if I was subtle enough I could write a little note here, a little SOS there, just something to show anybody that Peter Parker was still in the house. Unfortunately it was too little too late, Oc somehow became aware of me, he never found any notes or whatever so I guess my nattering in his-my thick skull had finally gotten through to him.

What came next was the one moment that still haunts me to this day. Oc got a lead on a villain calling himself Cardiac who, get this. Had been stealing money to fund an underground hospital for patients who couldn't afford the insurance rates. Why can't more villains be like that huh? Unfortunately he also stole the machinethingmabob that would let Oc look inside his-MY head! Anyway my untimely doom came in the form of a young 8 year old girl... figures. I don't remember her name but she was a beautiful little thing and she was also very very sick. She badly needed an operation with no insurance and no doctor insight, but luckily enough Oc was more than qualified for the job. Lucky for the girl, not so much for me.

I knew what Oc was really about, Oc wouldn't give a flying monkeys about the girl if she wasn't right in front of him, she was just a means to an end. Oc talked them into a trade. The machine for the girls life... all heart he is. I remember the strange feeling of holding the scalpel yet not holding the scalpel. My fingers trembled. Was this one little girls life worth all the suffering Oc would cause if I wasn't there to keep him in check?... I didn't want to do it... no I couldn't do it... but I was tired... so so tired... I'm ashamed to say that I hesitated. I let go and let Oc do his thing. He saved her life and gained the means to destroy me.

After that everything gets a little hazy, I remember a fight, I think it was between me and Oc. He wanted me gone and I- I don't know. I'd like to think I fought like I lived my life, a quip on my lips and a song in my heart. I would like nothing more than to say that I stood strong like hero's are supposed to when the chips are down... proved without shadow of a doubt that my angels were so much stronger than my demons and that Oc had no choice but to give up and vacate the premises, right this way sir!

That I proved once and for all that I am _Peter Benjamin Parker!_ _I AM The Amazing Spider-Man!_

Unfortunately that's not how the story goes, I'd go into details but right now it's just... blackness, a deep penetrating soulless blackness. No room for sound, movement, taste or touch. Not even _thought._ I wasn't asleep nor was I awake. I was just there and nowhere. _Empty._

* * *

It was either eternity or a single microsecond. I don't know... do you know what it's like to suddenly _be _someone else and _yourself _but not be able to tell which? It changes you...

"Peter!"

* * *

**A/N Just testing the waters to see if I'm not completely pissing against the wind... Hey that was two metaphors in one go! Go me!**

**Anyway, Read and Review please!**


	2. Confusion, Thy Name Is

**Okay Here's Chapter Two... well Chapter One if you want to be obsessively compulsive about it... Oh! And thanks for the reviews, you guys are awesome!**

**Disclaimer: I Do Not Own Marvel Or Spider-Man... The Caps To Keep It Fresh!**

**Chapter One: Confusion, Thy Name Is...**

_-Five months After The Final Confrontation With The Amazing Spider-Man-_

Dr. Octopus smirked as he surveyed the many computer screens surrounding him like a king looking down upon his kingdom, his smile was so sharp it could make the air bleed.

As the mask-less Superior Spider-Man reclined on his new throne, feet up, a cheese burger in one hand and a shot of whisky in the other. He watched with a casual eye as his servants obeyed his every whim. Hundreds and hundreds of little spider-octo bots tapped furiously at their respective keyboards while hundreds more spread out all over New York recording crimes and subsequently sending the footage wherever he deemed necessary. Sometimes to the police, sometimes to certain persons of power more able to make use of such information, and sometimes even the Mayor... for the right price.

Justice knew no borders after all.

He snorted with an air of boredom at one particular screen where the blue Spider-Man; who was supposedly from the future, tore apart a drug ring with equal parts mechanical precision and flamboyant show boating. An annoying trait that seemed to be almost a homage to their late predecessor. When the time came he would have to stamp out that foolishness forthwith.

What no one suspected however was that half the money from that nefarious operation had somehow mysteriously found it's way into the pockets of the charity organisation 'Save The Children'.

He turned away from the blue clad fool and eyed a rather nasty little gang war that was currently going down in Brooklyn, a moment later the police were on route and the day was saved without some stupid vigilante sticking there noses in where they weren't wanted. Unfortunately the gang leaders responsible for the whole debacle would never see the inside of a jail cell, Oc had already written up their alibis.

And over there a certain religious political figure had just been stabbed in the heart for his rather radical views on homosexuality. No one would miss him in the grand scheme of things.

One screen spyed the beautiful Electra running down the last member of an up and coming gang of violent mutants calling themselves simply 'Humanity's End'._ Well it's their end_ _now..._ thought the doctor,_ although that Electra is one facinating specimen. A welcome change from the usual rabble, I simply must hire her services again sometime._

And finally on the left a certain _Avenging_ team had recieved an anonymous call detailing the plans to a supposed _Hulk Factory_ in the depths of Hells Kitchen, only to come crashing into one of the seediest strip-clubs in all of New York, with hilarious results.

"Parker must be rubbing off on me," he muttered knocking back his shot and holding it out to the little octo-bot, which stood nearby with a brand new bottle of malt on hand. It leaned in and began to refill the glass, careful not to spill a single drop.

The Master of Machines swirled the golden liquid around his glass before going into deep thought, he had concluded long ago that crime as a whole was inevitable and it's elimination to be equally impossible. As long as there were things to steal, people to hurt, laws to disobey, then people would feel a natural urge to commit these offences.

_The price of freedom._ He thought as he took a rather large bite of his burger.

But things didn't necessarily have to be that way, while it was true you couldn't eliminate crime... _controlling_ it was another matter altogether.

That was the main reason why he had killed the Kingpin and taken his place. Although he would later admit to the particular joy he felt from finally being rid of the fat cretin.

Oc smiled as he recalled waltzing through a sea of thugs and grunts into the Kingpin's headquarters and unceremoniously dethroning him with a single gun shot to the back of the head. _Child's play_ he had commented right before releasing a single tiny octo-bot which then burrowed into the kingpins many many systems, hacking data streams and shredding firewalls, until suddenly he controlled it all.

Files. Thousands of them detailing every purse-snatcher, every thug, every drug dealer, every corrupt cop, every murderer, every rapist, every super villain from the Rhino to Magneto and so much more was all laid out right here at his fingertips. Combined with his robotic minions recording everything from every angle, New York was but a stepping stone onto bigger and better things. It was with a particular degree of satisfaction when he realised that with but a thought he could do more good than his predecessor ever had or ever could.

A buzzing noise threw him from his glorious train of thought, and he watched with curiosity as a little spider-bot scuttled towards him and up his arm before holding the vibrating mobile to his ear.

He looked at the screen and saw that it was MJ. He blinked and the little robot pressed the button, "Hey sexy lady, what can I do for you this fine fine day!" he spoke with the usual Parker charm, how women constantly went weak in the knees for the garbage coming out of his mouth he would never comprehend.

"Peter?" She sounded surprised.

"Yes that is my name, you know any other party tricks?" he chuckled, though inside he was going, _Ugh._

"Are you almost ready?" Now she sounded confused.

"Ready for what sweet thing?" he took a small sip of his whiskey before glancing over a recent report on the Trapster.

"Ready for what!? Peter, you do know what today is don't you?"

Her tone seemed to be bordering on outrage and he paused, "Hold on a sec, okay?" he put her on hold.

"Accessing memories" he muttered to himself out of habit mostly. While it was true that he didn't have Parker's memorys anymore the knowledge he gained from their close encounter still existed in his own mind. Though a little fuzzy it was still perfectly valid, with no annoying voices in the background. A few seconds passed until...

_...Argh._

He dropped his burger with a curse before grabbing the phone and chucking the little robot away.

"Yeah, I remembered, in fact I'm just on my way from Horizons to pick you guys up right now!" he crossed his fingers with a wince.

MJ wasn't buying it. "I can't believe you forgot!" she exclaimed. "What is wrong is with you!?"

"Look I've just been tied up with things okay," He growled. "Aunt May's recovery, my invention 'The M-3000' finally taking off, keeping the streets clean from scumbags, finally earning my doctorate! So what if I forget once? He'd understand."

"That's not the point! It's HIM!" she stressed, "How could you forget about HIM!"

"I have a life you know!" the fake suddenly shouted, "He would be proud me! Proud of what I've accomplished! Proud of how well I'm finally taking care of Aunt May! Proud of how everything is finally the way it's supposed to be!"

"Don't you shout at me, if it weren't for him you wouldn't be who you are!" MJ whispered furiously. "He's the reason for everything!"

"On that we are in full agreement." The doctor said smugly, and then with a bleep he turned off the phone and made for the exit. _Now where did I put that shirt...?_ he thought to himself as the constant clicking of a thousand keyboards faded with every step.

* * *

It was black.

That's all he knew really.

Floating in a black oblivion, his mind was nothing but a blank slate. Gone... deleted... empty.

He couldn't move, he couldn't see, he couldn't think, he wasn't even sure he was breathing.

If he could think, he might imagine that this is what it felt like to be a plant, a vegetable, maybe a tomato or something.

He might also admit that for the first time in his miserable existence he actually felt... content. No problems here, no worries there, no pumpkin bombs to the face from certain occupants who shall remain nameless. And best of all no insane guilt trips.

Nothing but the sweet stench of eternity passing him by...

. . .

...until,

_Is this what it's like to not exist?_

...It took him a few seconds to realise he'd actually thought that.

"...Wait a minute," he exclaimed "how can I not exist if I thought that? And that? And that? And-"

"And now I'm talking?" he frowned, "And frowning, apparently?" he frowned even deeper and slowly started to move his head but it was stuck fast. He tried to move his hands and feet but that was also a no go, his whole body seemed to cemented in place.

"Hello!?" he called out, not really expecting a reply. Which is exactly what he got... sort of.

"Echo!" he chuckled as his voice reverberated right back at him. "Hehe cool."

"Okey dokey, so I'm thinking, talking, frowning and moving... kinda. I guess I've established that I do in fact, exist." he paused before taking in his surroundings for the first time.

"Question is, where am I?"

He squinted into the darkness which he realised wasn't so dark after all. It took him almost a full minute to comprehend exactly what it was he was seeing. Billions and billions of white silky almost translucent threads, spread out all around him in a beautiful vast unending display of patterns. He didn't understand how he could see them in this black solitude, but they were never the less clear as day to him.

He had brief thought that this must be what the stars would look like if you could only join them all together.

And here he was spread-eagled right in the middle of it.

_And naked apparently..._ he mused.

Tentatively, he tried to move his hands and feet which were completely covered in the white stuff, he then gave a huff before pulling and squirming with all the strength he could muster. The stuff seemed to give way for a second before slamming right back into place, whatever this it was it was rock hard... and sticky?

"A giant web?" He whispered in awe.

He paused for a brief second before the significance of that fact hit him like a bus doing 80. _Oh crap... I... I'm stuck... I'm stuck in the middle of a god damn giant spider web!_ He whipped his head around frantically in search of the big eight-legged, multiple-eyed monstrosity that would almost certainly be baring down on him any second now.

_No! Don't move!_ The thought struck him like a jack hammer and he went completely still. _Spiders hunt their prey by sensing vibrations! Particularly the vibrations in their webs! You have to keep still!_

His heart was pounding so loud in his ears he was pretty sure 'keeping still' wouldn't make much of a difference at any rate. But the minutes slowly dragged on as he waited for any sign of this supposed giant hairy adversary... until finally his heart calmed down and he let out a steady breath.

. . .

_How did I know that...?_ The confused thought floated through his mind. _About the spiders, how did I know that...? In fact, how in the world did I get here...? Where is here...?_

. . .

_Who am I?_

. . .

. . .

"giggle"

"Daaahh!" His scream echoed all around him. His whole body jerked in shock but he remained completely stuck. Trapped.

Gasping in fright, his heart hammered in his chest once again as he strained against his iron bonds. His head twisted this way and that as he struggled to see over his shoulder. The noise had come from right behind him.

"What the hell was that!?" he called out.

"giggle"

He twisted to the right. "Hello!? Is someone laughing?"

Nothing

Desperation clawed at his chest and sweat started to trickle down his back

"A little help here, please!" he tried, not expecting anything.

"We knew you would come back." a voice giggled from the darkness.

"SNAP" He jumped as a loud noise echoed from somewhere above him.

"Snap...snap..snap..snapsnapsnapsnapsnapsnapsnapsn apsnapsnap..."

_What the hell is going on?_ He thought in utter bewilderment.

On and on the snapping went, echoing from every which way. He was struck dumb as thousands of tightly bound webs detached themselves from each other, coiling and writhing like an orgy of snakes, before _melting_ together into a giant cloud of white ink.

The giant cloud just... floated there. Clashing with the dark background like oil in water. Constantly in motion, turning over and under and into itself like a broiling thundercloud. Then, without warning, it _poured_ itself down upon him. A milky white vortex that twisted and swirled it's way towards him, getting closer and closer by the second.

_Uh oh..._

As the blackness gave way to the white, instinctive fear took over and he renewed his desperate efforts to free himself, but there was nothing he could do... he was helpless... was this really how he was going to die?

_Who knows, maybe I'm already dead! In which case bring it on! _He growled to himself, and continued his struggle with abandon.

Needless to say he was shocked when the milky whiteness came to an abrupt halt a few meters in front of him. He watched with apprehension and then curiosity as it began to contract into itself, becoming smaller and smaller and smaller until there was nothing left but two solitary white blobs which floated side by side... he felt a shiver of deja-vu as the blobs started to move towards him.

Somehow little sprinkles of whiteness seemed to almost mimic natural light and he could make out a distinct outline even in the all consuming darkness. Whatever this thing was it was shaped female, lithe, petite and stacked, and for some unholy reason he had really not expected that.

The milky white dots started to sharpen until they moulded themselves into big bright bug eyes that dwarfed it's face. Then slowly little white drips began to fall down the figure's face. They dripped downwards and joined together where they began to expand and shape until a wicked looking white spider design was blazed across a very impressive swell of breasts and equally flat stomach.

_Oooh wow, okay... I... I... I've got nothing..._

It moved with a feline grace, lazy and in control, one foot directly in front of the other, hips sashaying in a way that was borderline obscene. The figure came to a stop directly in front of him, it's heaving breasts nothing but a centimetre or two from touching him. He gulped as it seemed to consider him for a second, head cocked and one white eye raised almost like an eyebrow. Then it reached out with a very feminine hand and started stroking his left cheek with a tenderness that was so familiar it left his mouth dry and heart beat painfully in his chest.

Before he knew what was happening that very same hand reached up and took a fistful of brown hair. "Whaa-" was his intellectual reply before he was unceremoniously yanked forwards, only to dissolve into a groan as a very long tongue was pleasantly forced down his throat.

He groaned around that tongue, the sensation complete ecstasy compared to his previous confusion. His eyes opened slightly but the close proximity only allowed him a rather vague glimpse of light creamy skin and strawberry red hair.

_God she even smells like strawberry's_ he thought, dazedly.

_Wait a minute... _he thought._ Creamy skin... red hair...strawberry's..._

...Mary-Jane?

* * *

"Well, this is awkward..." The Superior Spider-Man stood decked in a form fitting black suit as he gazed down at the mold encrusted grave of the one and only Ben Parker.

* * *

**Whew, this took a lot longer than I planned. I now have a whole new respect for ****_long_**** story writers... seriously you guys are nuts!**

**Also I've been hearing wonderful things about ****_Constuctive Criticism_**** so that would be greatly appreaciated!**

**Read and Review, Please!**


	3. The Old Parker Luck

**Okay, here's Chapter Two! Nervous again cause it seems to be one big fight scene, which I believe I have a bit of a flare for if I do say so myself! Anywho thanks for the reviews!  
**

**Disclaimer: I do not own Marvel or Spider-Man, but if I did... Profit! *dodges tomato* :P  
**

**Chapter Two: The Old Parker Luck  
**

The punch caught him square in the face so hard he thought he would black out.

The Superior Spider-Man was sent flying head first through a building and out the other side of that same building before coming to a crashing halt into a parked car.

"Of all the feeble minded-" he muttered, coughing up a lungful of dust, before a giant hand wrapped around his throat in a grip of steel. It pulled him out of the wreckage and face to face with his grinning adversary.

Cain Marco: The Unstoppable Juggernaut

"What's up webs? You're not as chatty as usual." The behemoth chuckled raising his gigantic left fist fully intending on end the bug's life once and for all.

_Is this 'Parker Luck' mandatory...? _Oc wondered to himself. A few minutes ago he had been standing awkwardly in front of his "Uncles" grave, and now he was duking it out with a ten-foot tall Goliath.

Sensing the attack coming. The struggling Oc shot a web at a nearby manhole cover and pulled for all he was worth. The metal disk slammed right into the side of the Juggernaut's helmet with a loud clang that loosened his grip enough for the spider to squirm loose.

Seeing the manhole cover still attached to the web Oc whipped it around before bringing it slamming into the Juggernaut again and again and again.

Unfortunately Juggernaut caught it on the fourth round and proceeded to rip it in half like toilet paper. "No convenient construction sites nearby this time, wall-crawler!" he grinned before slamming his hands together. The shock-wave from that act sent Oc flying backwards right into a lamp post, completely denting it.

Cursing, the spider's eyes widened at the display of strength and he slowly started backing up as the good old Jugger advanced ominously. _This is preposterous_, he thought as he dived under a wild haymaker and backward flipped over a double smash attack which tore up an entire block of street.

_Well old JJ's not going to be happy about that. _Totally forgetting he and the mayor were technically in the same age group, he shot a web and started hastily swinging away, hoping to put some distance between himself and the rampaging villain. Only to glance back to see Juggy_ literally_ tearing down the street after him. He gulped.

He landed in Times Square just in time to push an old lady out of the way of an incoming bus. He felt his body instinctively fall backwards until he was flat on the ground watching as it passed overhead, detached, was this really happening?

His spider-sense blazed and he glanced to the side. A pair of massive copper feet were railroading down the road straight towards him. He rolled to the side and scooped up the poor old lady before making a beeline through the rush hour traffic.

_I have got to get him off the street!?_ he thought frantically before another thought all but hit him.

_THE BUS! _He came to a screeching halt just in time to see the bus completely cave outwards to reveal his monstrous adversary before going up in a huge explosion.

There was a chain reaction. The bus explodes a few seconds before the car on it's right side blows up then crashes into the one in front which then swerves into a hotdog stand nearly hitting a mother and her toddler. Another car screeches to a stop right before being rammed by the car behind, then another and another until the road is completely ransacked by broken glass and angry horns. A motorcycle is sent flying from that second blast along with it's driver, they both skid and bounce along the ground until they hit a truck coming in the opposite direction. The truck driver only has time for one last thought before he's consumed in burning death. The truck itself spins wildly out of control from the lack of driver, turning on it's side and sliding right into a Starbucks cafe where it crushes several people.

There's a pause for a few seconds before that truck also goes up with a huge bang, setting alight people and cars alike in a huge wave of destruction.

"Michael Bay, eat your heart out..." Oc muttered causing the old woman still in his grip to gasp and slap him across the cheek... hard. He snapped out of his daydream, dropping the old lady before furiously shaking his head. _WHAT IS WRONG WITH ME!? That was so stupid... sloppy... reckless... complete amateur!  
_

Totally ignoring the devastation going on around him his thoughts buzzed a million miles a second... There was an empty alley just down that road, he could have lead the Juggernaut down there to the docks where there were dozens of old abandoned warehouses- or there was Central Park just a stones throw away, a few people around sure but plenty of space and they would clear out just as soon as they saw-

_SPIDER-SENSE! _He tried to duck under the incoming fist but instead received a massive uppercut to the chin which sent him flying, courtesy of Juggernaut airlines.

_Isn't this where I came in?_ He thought idly to himself as he sailed through the air for what had to be a few blocks before smashing through the window of some old couples apartment.

"And that's another thing..." He growled as he lifted himself up, totally ignoring the flabbergasted old couple. "Where are all these stupid jokes coming from!?" He walked to the smashed window, glass crunching in his wake and cradling his aching chin as he considered the wreckage left behind by him and the rust coloured fool.

"What is going on? This isn't me! I don't make _mistakes!_ And I most certainly don't _joke_ around!"

_You don't play pranks or date either..._ the thought floated through his very large brain. _Parker... did you somehow survive my mind-wipe? Are you here right now, influencing me? Show yourself!_ But silence was the only answer he got.

"Yo Spidey!" His multilayered lenses glanced down at the grinning ignoramus calling himself the Juggernaut. "Round two?" he made the classic 'come hither' motion you usually see a martial arts movies.

_Enough.  
_

"I suggest you stop this pointless rampage before I'm forced put you down _permanently_, my friend!" His voice had now regained the usual steel that made him the man he was, Dr. Octopus. The Superior Spider-Man. His knuckles cracked and he felt his confidence spike.

_But how do you stop the unstoppable? _He considered. _And with that gem that absorbs every- wait... that might work.  
_

Mentally linking with his spider-bot network he laid out a few substantial orders for his minions to carry out, he also calculated the time frame needed before his plan might be put into action.

2 minutes? More than enough time.

He then sent an message through to the police or more accurately the lovely Ms. Carlie Cooper telling her to tell the police to clear the surrounding area of civilians, it wouldn't do for anymore lives to be lost in this little débâcle.

With that out of the way, Oc jumped down and prepared to engage the simpleton in a battle befitting a Superior Spider-Man.

"Well look who's learned to use his big boy voice," Marco taunted. "But you can't fool me webs... you don't have the stones for that kind of throw down, so why don't you save the city a little damage taxation AND JUST STAND STILL!" he roared and charged the wall-crawler.

Pushing forward Oc effortlessly slid under the Juggernaut's massive feet before shooting a web and attaching himself to the Juggernaut's back. "I'm curious..." he spoke as he dodged a bunch of flailing blows to his person. "Who set you up as a distraction Marco?" he backward flipped and pushed himself through Marco's legs like an Olympic pole vaulter. "Someone with an awful lot of clout no doubt if your willing to play along," he landed on Marco's face and pushed off just as a massive fist scored a direct self-hit and landed lightly on a lamp post.

"If you tell me I could make it worth your while," He ducked to the side as a car flew straight by him. "Or not," he muttered before shooting a web at said car and with tremendous strength threw it right back at the Juggernaut who batted it aside like a beach ball.

"Well never mind, I'll find out eventually," his lenses glowed with an ominous yellow light as he hopped around the Juggernaut, never once letting him build up the speed to cause any real damage. "I always do," he growled before something across the street caught his eye and with a duck and a flip he put a sufficient amount of distance between them.

Play time was over.

Cain let out a bellowing war cry and renewed his assault, the street quacked under the massive force, cars and other vehicles flew from his touch like dust in a hurricane.

Oc shot a web behind him with his left and web-balled Marco's helmet with his right. Now blind Marco continued his charge with abandon only to catch a fire hydrant directly to the knee which sent him reeling forwards. Taking advantage of his foes in-coordination Oc flipped straight over the Juggernaut and slammed him into the ground with a double kick.

A little preplanned webbing later and Marco was helplessly wrapped up on the ground with dozens of Oc's strongest webbing secured tightly to nearby buildings. Insuring escape was impossible, at least for the next few minutes anyway.

"You bug," Marco growled quietly. "When I get out of here, they won't find enough of you to bury in a matchbox!" A few strands of webbing came loose from his struggle but he remained securely trapped.

The Superior Spider-Man looked down at his defeated opponent with a single eyebrow raised.

"You know," Oc ignored the threat as he started unbuckling the giant man's helmet. "I'm tired of dealing with people like you... annoying pests... bullys... _idiots_... with a little too much power and little to no responsibility."

In the empty street there was a low buzzing sound that was slowly growing louder and louder by the second.

_Ah there it is. _Smiled the doctor as he removed the Juggernaut's helmet and tossed it away. Looking up Octavius saw his newest creation. Racing down the side of the building was a wicked looking red and black bike. There was a 'twhip' before a sudden 'WHAM' and the bike was before him growling in a cloud of dust. It had sprouted eight nasty looking legs to absorb the impact of it's zip line which it then retracted back into itself.

"What the hell is that?" Juggernaut eyed the bike with confusion.

"This is my latest invention," Oc mumbled almost to himself as he reached into a hidden compartment in the bike and drew out a mean looking silver gun with four red ovals along the barrel. "I call it the spider-cycle!"

"Wow, it must've taken you all of 5 seconds to come up with that," Marco eyed the gun with curiosity but no real fright, he had been through way too much to be afraid of something so pathetic looking.

"And this," Oc gestured to the gun. "Is your death."

"Really?" Marco rolled his eyes at the obvious bluff.

"Really." With no hesitation Oc pointed the gun at the Juggernaut and pulled the trigger.

There was split second where the four red dots began to glow a bright red with a simultaneous bleep. Then a massive flash of red light struck Marco right in the forehead. A shock-wave erupted from the point of impact blowing dust and cracking a few windows... but it didn't seem to do anything to Juggernaut. The gun on the other hand completely disintegrated leaving Oc's hands a smoking wreck.

Oc glared at his burned hands and began to pat them down. "Grr next time gloves. Or better yet, an extra pair of hands..." he muttered to himself.

"Aahahahahaha are you kidding me?" The captured titan crowed as a few more strands of webbing came loose. "Was that really supposed to kill me? Nothing can kill me! NOTHING CAN STOP THE JUGGERNAUT!" He roared as he finally snapped the remaining webs.

"I admit I may have exaggerated a little... If your curious the energy from that gun was the same energy that took down the Hulk during his homecoming parade,"_ Again with the Jokes!_ Oc shook his head, as the helmet-less Marco got to his feet. "Obviously it was just a prototype and not nearly strong enough to kill you, but removing that gems pesky force field for a moment or two? That's another story."

"The gun was merely the trigger," Oc declared as he dodged a powerful lunge and then thrust a pair of classic spidey devil horns directly into the Juggernaut's face. "this is the bullet."

_Twhip_

"Apologies Mr. Marco," Oc stated conversationally as the Juggernaut fell to his knees. "I don't normally resort to such brutal measures unless absolutely necessary, but some very recent and very disturbing information has just come to my attention and I required a test subject to make sure I had not been completely compromised, you just happened to be the closest."

As the Superior Spider-Man walked away from his dead opponent there was a bleep followed by a corona of light and suddenly hundreds images detailing every move the Juggernaut made before starting his pointless rampage were being uploaded directly to him from his spider-bot network.

"Aah I see, well this all ends now." He muttered as the police looked over the massive body behind him. He eyed them for a second before tapping his right lens, which utilising the sound disrupter tech courtesy of Horizon, made him completely sound proof.

"Hobgoblin, come in!"

"Yo! What's up Spider-Boss!" A cackling voice burst into life over the comlink.

"Execute order _Omega-88_." he held up a spiked finger as an overweight officer tried to get a statement from him.

"For reals! Wooo, it's about damn time! Who's first on the list? Or should I just follow my muse?" a loud screeching cackle followed this particular question.

"Osborn," Oc muttered into the comlink. "Operation _Cleansweep_ is in effect, but I want Norman Osborn's head on my desk by the end of the week! Do we understand each other?"

"Loud and clear boss-man, any other tidbits I should know about?"

Oc paused for a second. "If you do manage to complete this feat, I recommend taking out his pathetic son as well. In fact, anyone with the last name Osborn should be considered on grounds for execution. Day or night, it doesn't matter as long as they're dead! And remember, I'm watching you, try to keep civilian casualties to a minimum! If you go about this all half cocked you'll lose a lot more than just an arm this time."

"Rightyho then, usual rates apply?"

"Of course," Oc muttered, before switching off the link only to find himself being swarmed by dozens of jabbering news reporters.

"You're welcome Parker," He sighed.

* * *

It felt like someone had just dumped a litre of acid directly into the pleasure centre of his brain, suddenly he was flying higher that he ever had while web-slinging.

_Wait what the hell is web-sli-aaaaargh!_

Nothing mattered anymore... except the pleasure and the firm supple body caressing him oh so possessively, never quite letting him form a coherent thought.

She- and it was a she- a red-head no less. Gone was the creepy spider face and in it's place was a goddess surely only told in myth and perverted comic books. She was taking her sweet time with him too, plundering his mouth for non-existing treasure, biting his lips, massaging his quivering muscles, testing and teasing him yet never quite going over PG13, and it was driving him nuts!

Suddenly she was torn away from him, and the sudden overwhelming cold brought him back to his senses, he took a few deep shuddering breaths trying desperately not to start shivering like a junkie already in need of a fix.

The vibration of the web brought him back to reality and his eyes all but glazed over at the spectacle going on in front of him.

Another female creature; a sandy blonde and slightly tanned skin this time, had tackled the red-head into the webs where it-_she _then proceeded to whale on her counter-part's face with a number of excruciating blows. Red only took it for about five seconds before rapping her long legs around Blonde and with a shriek flipped her over where she then started choking the life out of the her. But with a grunt Blonde reached up, took a handful of red hair and caught Red square on the nose with a furious head-butt sending Red flying. They each got to their feet hissing and spitting before making a mad dash at each other, fists and claws flying every which way.

_Oh hey..._ He thought distractedly as both woman rolled around in front of him biting, scratching and taking chunks out of each other's hair, he was too stunned to come up with anything less predictable. _Cat fight!_

"Children, so easily amused." a voice purred next to his ear.

He jumped and looked to his left.

Clinging perpendicularly on the web next to him in a pose that really only super models would find themselves in, was another beautiful creature. This one had soft white glossy blonde hair and luscious pink skin.

She flexed her perfect body and slid seductively down next to him, making sure not to touch him yet making every effort to emphasize her mind-boggling curves. The spider design stopped just a hairs breath from her bountiful breasts leaving a generous amount of cleavage.

Their eyes locked onto each other; mischievous green boring deeply into stunned brown, she smiled a Cheshire cat smile and subtly licked her lips, and he suddenly felt an overwhelmingly deep connection with all things cream and canary.

He gulped as she loomed closer, the short distance between them disappearing.

_What is going on?_ He thought, but unsurprisingly found himself caring less and less by the moment.

* * *

**Ha, man I don't know what happened but I really enjoyed writing this one, took ages to start it but once I did ****_BAM_**** I couldn't stop. Really fun!**

**Anyway Read and Review please!**


	4. A Storm's A Brewin

**Disclaimer: I do not own Marvel or Spider-Man but if I did... do you have any idea how annoying it is to come up with jokes like this?**

**Chapter Three: A Storm's A Brewin**

_-11:04, MJ's__ apartment-_

If insanity is repeating the same mistakes and expecting different results... then what the hell do you call repeating someone else's mistakes and

_not__ expecting different results?_

"Insanity...er?" Otto mumbled to himself as he looked down at the beautiful red-head currently snuggled up against him.

He didn't know how this had happened.

After his bout with the Juggernaut he had intended to go straight to his lab in order to decipher his most recent _bizarre_ behaviour. But a quick change of clothes later and he found himself almost reflexively returning to Ben Parker's grave only to find Mary-Jane patiently waiting for him.

It had been spitting rain at this point and he could admit without any shame that MJ looked even more beautiful than usual.

Standing there in the middle of the graveyard gazing solemnly down at old Ben's grave. She wore a form fitting black overcoat, a pair of grey-black leather boots with a matching pair of gloves. And finally a cute black woolly hat which was perched snugly on her head holding back all but a few stray red bangs which flew about in the cold wind.

She was simply breathtaking.

Coming to a stop next to her he had almost apologised for being late but she in turn waved him off having already heard about his most recent endeavour.

She expressed severe concern over the number of civilian casualties and he had quickly calmed her down saying everything was 'all right' and that he'd 'taken care' of it.

She'd given him this look of utter bafflement as if to say she couldn't believe he could be so casual about such a thing before quickly looking away.

He had often wondered at her ability to ignore the radical changes in his behaviour these last few months, he was curious to see if she had figured out that he wasn't who he said he was, but before long he had simply put it down as, _that's love for ya._

To be honest he still didn't know what the hell possessed him to get back together with her in the first place. Aside from the obvious she would only ever be a distraction and then a hindrance, he'd seen it one two many times through Parker's memory's.

So he came to a decision.

It was time pull the plug and end this... _relationship_ once and for all.

But as he looked into her beautiful heart-shaped face with her bright sparkling green eyes glistening with worry and confusion, the words had just faded and... and he...he...

He kissed her.

Though this certainly wasn't the first time they'd kissed or done the nasty; and while he would most definitely admit to feeling a _caveman_ superiority from boning the love of his arch-nemesis' life, this time was different.

Different in a way he couldn't fully define. Only- only that for a few short wonderful hours he hadn't fully been himself. As she dragged him back to her apartment, he'd spoken sweet nonsense to her and she giggled and- and he was lost. Lost in a whirlwind of skin, taste, touch and _feeling_ the likes of which he'd only experienced second-hand in Parker's memory's.

But this time it was _him!_ Him- he who was doing this to her and she likewise to him.

And suddenly, just like that, everything was the way it was supposed to be.

Suddenly the sky was green and the grass was blue and just soo... _right!_

He'd never felt like that before... so _powerful_... yet _vulnerable _at the same time... well, maybe not ever... there was this one person...

_Mary Alice?_ Otto thought bewildered.

Otto was not a man given to fleeting frivolous flights of fancy. He was a stout man. Dedicated to his craft. A _scientist_, forged in the fires of his own ambition. Women as a whole simply held no interest to his mighty cranium.

The few times he'd muddled in the dating scene were each met with disaster and humiliation in copious amounts. He had long ago learned the folly of relationships and was of the opinion that anyone who hadn't was a fool of great magnitude.

So there could be only one possible explanation for this sudden change of heart.

He felt a familiar vein throb in his temple and he turned away from the red-head and sat up. His clenched fist was trembling and he vaguely realised that he was struggling with the urge to put it through the wall.

He slowly and calmly stood up and put his costume back on, one leg at a time, careful not to even glance at the de-shelved goddess on her own bed before throwing himself out the open window and swinging off into the night.

_Parker, what have you done to me..._

* * *

It was well past midnight when the lone figure clad in a heavy brown trench coat and hat sprinted across the quiet street. The man gave of a feeling of extreme paranoia as he constantly glanced over his shoulder before finally coming to a stop in the empty parking lot outside Oscorp.

He was panting heavily as he hid behind the low wall which surrounded the facility, sprinting across two miles of open city while doggedly escaping an equally determined pursuer was no mean feat, even with his increased strength and agility.

He didn't want to do this.

She would be so disappointed in him, of him giving in to this stupid weakness that seemed to run through their blood.

But like father like son as they say, she couldn't stop him, he was in too deep now and his unholy pride wouldn't let him even consider failure, not under any circumstances.

And unfortunately failure would also result in the immediate removal of his lower extremities, so that was a pretty good motivator.

He surveyed the myriad of buildings surrounding Oscorp for almost a full minute before he was satisfied he had lost his so called captor, he also took note of the dark broiling sky, no doubt signalling that a storm was well on it's way and he really had no wish to be caught in the middle of that bitch when it started it's midnight period.

Swiftly and silently keeping to the shadows, he made his way across the lot and around the building until he came to an old rusted fire escape. He took a deep breath and with impressive agility ran straight up the wall before leaping towards the ladder and pulled himself up. There was an open window on the 32th floor and he quickly made his way towards it.

It slid open easily and he was immediately assaulted by the stink of dust, decay and darkness.

Oscorp was in a hell of a state.

With it's founder and heir cast into the wind the once mighty empire which had stood shoulder to shoulder with industrial giants such as Stark Enterprises and Hammer Industries had fallen into abject misery and despair.

After months of being effectively Osborn free the Board of Directors had been more than happy to sell off every last one of the company's shares and _finally_ give it up as a _very_ bad job.

The building itself looked like a disturbing cross between a nuclear power plant and Dracula's castle, dilapidated and besmirched by the haunted screams and nightmares of it's creator's sick inhuman experiments.

Yet even with Oscorp's overwhelming reputation as a Goblin factory notwithstanding, the former weapons manufacturer had somehow managed to remain resilient. It stood there on the outskirts of New York like some weird old abandoned shed, not forgotten, but ignored for the most part.

The man hastily navigated his way through the building, footsteps echoing eerily off into the vast unending hive of empty rooms and hallways.

Poorly boarded up windows seemed to cast horrifying shapes in the dull light from the city just beyond and his heart started to beat in rapid tandem with his breathing, more that once he thought he felt the eyes of someone watching him from the darkness and silently cursed himself for his over-active imagination.

He was more than relieved when he finally came to his destination. A single pair of finely carved solid oak doors.

The CEO's office.

He looked back down the dark hallway he had just come from before making his way towards the door, as he reached for the handle he was gripped by an incredible feeling of anxiousness, like a puppy who had somehow found himself just outside the Lion's den.

One part of his mind was screaming at him to run for his life and to just never stop, where as another ghastly little voice giggled into his right ear _welcome home!_

He shuddered and opened the door.

It was larger than he had anticipated-wide and spacious-with a giant glass wall overlooking New York in all her glory, an old antique chair in front of a snazzy looking fireplace, and there in the background draped in shadows was a large mahogany desk with a swivel chair facing away from him.

But most disturbing of all was the large amount of dusty old masks which leered at him from almosr every direction.

Apart from these rather glaring highlights the office actually looked exceedingly dull and lifeless, no character at all. He shivered as the wind howled from a broken window and quickly made his way towards the large mahogany desk- his objective lay inside and... wait... something wasn't right.

The wind chilled him right through his coat as he made his way to the window. Glass crunched under his feet as he looked down towards the parking lot and his eyes narrowed.

The window had been broken... but it was broken on the _inside_... they were fifty stories up... so... that could only mean-

_Fool!_

"God! Could you be any slower!? Do you have any idea how boring it is for me to just sit here waiting on you with my thumb up my ass?"

Something smashed through the window directly to his right as he whirled around to confront the voice, he only had a second or two to glimpse a grinning grey face behind the desk before an explosion went off behind him, blasting him forwards like a bat out of hell.

He crashed with terrible force into the wall opposite. Time seemed to stop as a sharp white noise blocked everything out for a few seconds, then with a groan he realised he was burning. With mounting panic he began to roll on the floor desperately trying to put the fire out while inadvertently stabbing himself with shards of glass.

Before long he gave up removed the coat and chucked it away revealing a simple black t-shirt, jeans and a full head of brown hair. Sheer relief washed through him as he gazed up at the ceiling. The room was burning all around him, thick flames and acrid smoke filling the room and he belatedly realised he had to get out of here.

_After you get the job done! _That same nasty little voice whispered in his ear.

Before he could make any attempt to stand up, some unspecified force slammed him back down. He roared as he felt one or two ribs give way under the crushing pressure.

Coughing harshly now, he looked up into burning fire that surrounded him.

Looming in the darkness was a figure clad in blue leggings, silver chain-mail and orange hood which fluttered in the harsh wind. A grotesque face-the stuff of nightmares-peeked out from the shadows of that hood to reveal the horrifying grin of _The Hobgoblin_.

"Gabriel Osborn!" he pointed a clawed finger directly into the man's boyish face.

"May I just take this opportunity to say that it is my supreme honour to finally meet a _true_ blue-blooded goblin!" he took a deep mocking bow before pausing. "...or would that be, green-blooded? Eh, whatever," he chuckled.

Gabriel glared up at the orange menace in surprise. "What the hell do you want from me you freak!?" he coughed out.

The Hobgoblin seemed to consider the question before jerking his thumb towards the storm currently brewing outside. "Well for one, I was hoping for a little dramatic lightning to better fit such a momentous occasion... but I guess nooootaahahahahaaaAHaHAHAHaAHAHaaAHaHAHAAHAHAAAA-" 

The _Lunatic Laugh._ A blood-curdling attack which creates high frequency sound waves capable of knocking down a small building. For a more accurate summary, it was like shoving your head in a church bell and then falling down a flight of stairs.

All equilibrium completely gone, the youngest Osborn lay screaming on the floor, blood leaking from his eyes and ears in a mindless mess.

Desperation clawed at him and he fruitlessly tried to reach for the desk which was now covered in flames when suddenly a black boot impacted his face with a sickening crunch, and he knew no more.

"Whew, caught me a big one," Hob muttered as he hauled the Osborn over his shoulder and made for the window, totally ignoring flames melting his costume. "You don't mind if the boss has a few choice words with you, do you sire? Just say nothing if you think that's a marvellous idea?

"..."

"You know something Gabby...? You're my kind of guy." he giggled as a flash of lightening suddenly lit up the scene.

"Better late than never," Hob groused up at the sky before his wings flared and he took off into the night. His echoing laughter was lost in the rumble of thunder.

He never looked back to see a lithe shadow jump into the flames of Osborn's office, dart towards the burning desk and quickly remove a tube of glowing green liquid from a hidden compartment in the bottom.

And he definitely didn't see that same shadow spin a web before taking off directly after him with astonishing speed.

He had a job to complete after all.

* * *

**Ooh harsh stuff, and no Peter this time! Don't blame me I just follow my muse.  
**

**Read and Review, please!**


	5. The Future Is Now

**Geez, you know when you write a story and you think you have a basic idea of where it's gonna go, yet you keep having all these little plot bunnies appear out of nowhere until suddenly you're writing an almost totally different story to the one you had in mind? Needless to say I've had to change one or two things in previous chapters, nothing major, I'm just desperately trying to keep everything fluid.**

**Disclaimer: I do not own Marvel or Spider-Man but if I did... vagina joke! Wait that doesn't work. ~**

**Chapter Four: The Future Is Now**

The Spider-Man from 2099 crossed his arms as he nimbly dodged the flailing aluminium bat bent on caving his head in. - sidestep, lean away, sway to the left, sway to the right, lean away - "Y'know," he ducked under a particularly large swipe before backflipping over the schmuck trying to tag him from behind. He watched bemusedly as Schmuck-A hilariously took out Schmuck-B with the attack meant for him before landing lightly on his feet. "...you guys should really consider a different career path." he sighed, absent-mindedly sending another guy flying with a kick to the stomach as he tried to rush him from behind.

He had counted thirty smugglers when he had started this little melee and now he was down to the last ten.

He was just killing time, he knew that. Crime had been strangely lacking these last few weeks, not that that was a bad thing. Well no, it was a bad thing. As the old saying goes, if the mice are away then the cats are coming out to play. It was sheer luck he had stumbled upon that drug ring this morning and with a few vague threats that had lead him to these gun runners holed up in an empty warehouse near the docks.

With the exits and guns all gummed up with web, the spacious floor was littered with the results of his handiwork and he had to take care not to accidentally step on someone's head lest he paint the floor an interesting colour called 'hint of brain'.

A punk themed guy dashed at him with two massive machetes in what he obviously thought was the defining moment of his life. _Guess he's never seen Indiana Jones. _He thought as the blades swished through the air in completely random patterns growing faster and more ridiculous the closer he got. _Then again..._ at the last second he held out a single clawed finger and with two quick swipes cut the blades in half.

The thug stared in disbelief at his ruined weapons before the spider-man elegantly kicked him in the nuts, eliciting a rather high-pitched girlish scream as the doofus fell to his knees.

But it wasn't loud enough to mask the familiar sound of a hammer being cocked back and he immediately leaned backwards as the shot rang out through the warehouse. His eyes traced the bullet as it whizzed past... inches from his face... taking in every detail... even the... _hold the phone!_ he thought as his foot sprang out catching the punk in the chin – knocking him out of the bullets path – while at the same time he held up a pair of clawed fists.

_Twhip Twhip_

The first web snaked across the room like a... well, like a snake and completely enveloped the thugs head. The second web attached itself to the gun and was yanked into the spider's waiting hands as he straitened up.

Ignoring the muffled screeching of the thug as he stumbled about in the background, the spider easily snapped the gun in half before emptying the contents into his palms. He looked at them closely before his head snapped towards the large bundle of crates in the centre of the room.

One elegant leap and he was ripping the nearest crate open – pausing only to let some idiot run into his waiting fist – and then there was no doubt about it...

Adamantium

Correction... Adamantium _bullets_... thousands of them.

He gazed unbelievingly at the amount of rare metal all but bursting out of the crate before turning his attention to the others.

_1 2..6..15...34...58?... no way... 70!_

Seventy crates containing the indestructible alloy... the fabled metal... the backbone – no pun intended – of one of this ages greatest heroes and it was sitting here the hands of these... _Goombas_?

"This can't be good..." He mumbled, he was so shocked he almost didn't notice the lead pipe baring down on him.

Key word almost.

Not unlike the famous trapdoor spider, he was suddenly gripping the thug by the throat and hoisting him into the air like a ragdoll. He grabbed the pipe as the looser instinctively let go in order to release his clogged windpipe. Fat chance.

"Did you know..." he started conversationally as he chucked the pipe at another charging thug. _Kids today, no imagination._ He thought forlornly. He could almost here the bullseye as the pipe caught the idiot square between the eyes. "that if I should pick my nose I could potentially turn my entire head inside out?"

"No, it's true," he said as the thug gurgled in his grip. "You see, the claws don't retract on their own. If I loose concentration for even an instant-" he paused to knee a guy in the stomach and dance out of the way as he puked his guts out. "I'm sure you can imagine what a chore going to the bathroom is... imagine trying to open your fly with a pair of _scissors_ in each hand," he relinquished his grip a little – the guy was starting to turn a funny colour – then spied a sturdy looking metal chain attached securely to the wall. "Here let me show you!

With a hop, skip and a backhand to some poor bastards face he was next to the chain. He wiggled his fingers to make sure the thug was looking, then "SLASH" the chain fell to pieces like so much wet tissue.

Unfortunately the chain had also been holding up a rather hefty crate dangling right above a group of unsuspecting thugs.

"Whoops" Spider-Man muttered and shot a web which caught the chain bringing the crate to a sudden halt. "Eh, you guys might want to move," he grunted out as they scrambled out of the way.

When everyone was clear he let go of the web and the crate fell the rest of the way with a loud bang, spewing a cloud of dust everywhere.

"Now" he whispered. "I'm sure you can imagine just how difficult it is for me not to tear your throat open like a water fountain... and with all these distractions..." he nodded towards the pissed of trio of thugs who were trying to surround them. "I can't make any sort of guarantee that it's not gonna happen anyway, do you get the gist of what I'm saying?"

The thug nodded frantically and the spider paused for a moment before dropping him to the ground.

"So," the spider questioned as he broke a guys nose with a sharp elbow before sending another guy sailing across the room with a roundhouse kick to the chin. "who exactly ordered these _very_ expensive bullets?" he absently webbed up the floor behind him causing the last of the trio to fall face first into the hard surface with a rather nasty crack.

His new friend seemed to be too terrified to say anything as the black and red spider loomed over him, all he could do was sputter about for a second before hastily lifting his shirt up to reveal a vomit inducing pot-belly, but more importantly, etched into the centre of that load of pink fat was a menacing and supremely ugly looking green and purple tattoo.

_Wonderful..._ he frowned._ I think it's time we wrap this up._ He turned to the remaining smugglers.

"Alrighty boys," he said raising his voice. "I'm certain you guys have played Arkham Asylum before... I'm sure you know how this goes..." he glanced at each of them in turn, snickering at their pissed off faces. "...whenever your ready!" he folded his arms in a mockingly relaxed stance.

"YOU'RE DEAD BUG!"

A tall husky guy to his right charged him first, obviously hoping his extra mass would give him some sort of chance, unfortunately Spider-Man slipped under his gaping legs before coming up and grabbing him by the jacket and pulling him back to receive a devastating punch to the tail bone.

_Snap_

Husky screamed in pain as he was sent tumbling across the floor clutching his lower back in agony.

"Ooh that had to hurt" the spider shook his head as he narrowly ducked two incoming punches from behind, one hand planted loosely on the ground and with little effort he knocked both of his would be assailants away with a double spin-kick to their heads before casually coming to his feet.

"I'LL KILL YOU!"

Unbelievably, Husky had already regained his footing – and from the looks of it was foaming at the mouth from his humiliation – he descended on the spider-man with a number of quick and heavy jabs and punches.

"Yeah, good luck with that,"

But the spider was quicker, ducking and weaving around everything thrown at him and occasionally deflecting certain punches before retaliating with a swift right cross to the face and then his leg snaked out and swept Husky off his feet right where he proceeded to double-hammering him into the ground, right onto his – broken – tail bone.

As Husky thrashed around on the floor the spider backflipped over yet another recovered thug trying for a cheap shot and shot a web at one of the forgotten aluminium bats. With a yank he swept it hard towards the thug, there was a muffled clang as the bat made contact with the guys shin, sending him to the floor with a whimper.

Then he swung the bat round and above his head and eyed what was left of the smugglers, they looked like they'd seen better days. "Any of you guys seen Kill Bill before?" A hidden smile formed on his masked face and with a flick he sent the bat flying across the room where it embedded itself halfway into the stone wall.

Gleeful that it actually worked he yanked it back before turning his attention back to the remaining thugs. "I tell ya, they don't make movies like _that_ anymore... well... not in the future anyway." he chuckled menacingly at the looks of horror on their faces, the bat twirling ominously above his head.

Long story short they all happily surrendered – some on their knees begging him for mercy, he got a good laugh out of that – and then he was standing on the roof of the warehouse as the boys in blue busted down the doors somewhere below him.

"_Adamantium_?! What kind of idiot buys adamantium in bulk?" he shook his head as he glanced up at the broiling mass of clouds in the sky. It had been a hot day today, so he could tell it was gonna be a rough night.

"Guess we'll find out huh?" He spoke to himself... and to his enraptured audience.

There was a click, and quick as lightning he shot a tiny little dart from his wrist where it struck a small metallic spider stuck to the side of a vent just to his right. There was a pause as dozens of sparks coursed over the struggling arachnid, it writhed and screeched defiantly before falling silent.

"So, did you enjoy the show?" he asked and with a twhip the little robot was in his hands. He peered at it closely and lightly tapped it's lens. "Hello? Anybody home? Blink once for yes twice for no?" but it didn't respond.

"Well whatever," he sat down, legs hanging limply over the side of the warehouse and raised a hidden eyebrow at the little bot. He had disabled the things motor functions and self destruct sequence but he made sure to leave the camara alone – quite a chore when they were programmed to automatically destroy themselves upon detection – but with a little patience, very good eyesight and a lot of free time he had finally been met with success.

_I don't know what old JJJ was smoking when he allowed these rather spectacular eight-legged breeches of the fifth amendment free reign of the entire city. How did he justify it? Oh yeah... 'A Noble Sacrifice For A Pain-Free Living!' I think It's already a bumper sticker... I wonder if he even realises he's also subject to this 'noble sacrifice'... I really hope not._

"We really need to talk." he spoke seriously to the little bot before his head suddenly snapped up.

The wind was picking up, heightened senses sparked to life.

An explosion.

_Smoke... fire... and... laughter?_

"Not a good combination," he muttered glancing down at the bot in his hand. He couldn't leave it, this was the first window he'd had into the all new 'uh oh we got a "badass" over here' Spider-Man in months. He needed time to study it, work out what he could before they all got an upgrade and then he'd have to start all over again from scratch.

"Damn it!" he shouted leaping off the building. As he fell he webbed up the bot until it was completely covered in the sticky stuff. They were surveillance bots and from his constant surveillance, he had gathered that they operated on a rudimentary SI (Swarm Intelligence) but more importantly they were each connected by single ongoing radio frequency.

He shot a web and swooped low over the street in an incredibly wide ark.

Hopefully his natural webbing would be able to block the signal, but that was only half the problem.

He let go at the top his ark and shot straight up into the air. He hung there for a second, eyes adjusting... vision enhancing to superhuman levels... arm cocked back... until... _there._

With a mighty heave he threw the webbed up bot with all his strength. It flew through the air for what had to be at least three miles, before landing with a splat right in a vent above the Daily Bugle. _Bullseye!_

The Spider-Man whooped as he fell towards the street. Hopefully he could deal with whatever had caused that explosion before the webbing dissolved and hopefully before the other spiders-bots found their little friend.

_That's an awful lot of hopefullys, I swear Pete I'm gonna to shove my clawed fist so far up you're ass that you'll never have to pick your nose again... unless..._

He shot another web and swung himself to the right and landed neatly on the side of a building where he shot two more webs out in front of him, he pulled hard, straining the web until he sent himself flying straight up.

It was peculiar feeling he thought, watching window after window whoosh past in a total ignorance of gravity, he had just enough time to press a finger to the bud in his ear before he flipped over the ledge and started a mad sprint across the roof.

"Come on come on come on" he muttered, thanking whatever god there was for blue tooth. As he reached the edge of the roof he pushed with everything he had and spread arms wide.

"Thou shalt not web-swing and make private personal calls," he quipped as his web cape flared out behind him, easily catching the wind and sending him hurling towards the maniacal laughter or the very hard pavement... he sometimes found it hard to tell which.

"Yello!" he called over the rushing wind as someone finally answered. "Sable? Perfect! It's about you're lover boy's little pets!"

* * *

_**[The door opened with a creak … Wedding music rang majestically throughout the hall … Red hair in a beautiful white dress … There was just the faintest whiff of strawberrys in the air … Ruby red lips smiled at him almost teasingly … "I**__**do"]**_

_**["Hulk old buddy! Remember me? We beat up that one guy? We had a moment? We're friends? Please don't smash me?"]**_

_**["Wow, you've been a loner for far too long. Don't you get it yet? You're part of the family now... and this family sticks together." … "Yeah!"]**_

_**["And my newspaper challenges anyone to prove that Spider-Man isn't a public enemy!"]**_

_**[Pain ... Everything hurts … Knuckles breaking … Bones creaking together … Blood on fire … Can't breathe … But I won't stop … Never …"I'll tell your family you did your best." ... Splat … Screaming]**_

_**[A vile combination of love and hate seeped from his pores, over his skin, becoming his skin … and then an utterly alien desperation to make the cause of it all pay, it would destroy it's love's oh so precious life ... so utterly and completely that he would have no choice but to accept that he and it are meant to be together … and then all would be right ... "From now on, we're poison to Peter Parker... AND Spider-Man! WE... ARE... VENOM!"]**_

_**[A large round man stood in front of him … And he felt rage course through him like a tsunami … "I'm not here to kill you." … he pulled off his mask … "I am." … Then all he felt was the man's flesh caving under his unrelenting fists … It felt good]**_

Otto sat silently eyes closed under the heavy machinery that made up the neuron-scanner, his usual stoic face was contorted into a mask of anger, pain and confusion.

His teeth gnashed violently and a lone bead of sweat slowly slid down his cheek as image after image passed swiftly through his mind. The chair's heavily padded armrests started to give way under the constant pressure of his fists

But it wasn't the images that bothered him, not really. It was the _weakness_ they brought with them that really bothered him.

_**[It was dark … there was a warm comfortable pressure on his chest … soft lips and a whisper in his ear … a little girl was looking down on him with sadness … a set of shark white teeth exposed themselves in a Cheshire grin … despair so total and complete that he fell ... and then a flash of light so intense it erased everything]**_

So many emotions... sights smells and sounds. A hell-fire cocktail of sensation roared through his mind before settling in his stomach like lead, it was all so potent, so real that he was starting to lose focus, silent tears began to slide down his face in abject frustration.

_**[The wind howled from so high up … There was a flash of blonde hair ... A terrified scream ... A familiar twhip … And then a sudden snap ... HYAAHAHAHAHAAHAAHAHAAA-]**_

"ARGH!" The doctor jerked and in his chair.

_**[A lot of confused shouting ... Someone brushed past him in a mad dash... "Why didn't you stop him?" Someone yelled ... "Sorry pal I'm a wrestler not a cop."]**_

He threw himself away from the machine and landed painfully on the hard floor.

He lay their quietly taking deep steady breaths. _In... out... in... out... in... out... it's not real... they're not yours... this is beneath you... in... out... just calm down... it's all in you're head... you're supposed to be above this... get a grip... in... out... in... out... in... out-_

_**[Do it! You have to do it! … "No." … Do it! … "I can't." … You have to! … "I can't and I won't." … You're a fool! You know what he is, you know what he's capable off! … "It's not right." … There is no right or wrong here, there is only what needs to be done! … "I still won't do it."]**_

But they didn't stop. The memories just kept coming.

_I'm losing it..._ the thought settled lightly into his subconscious before wild panic took over.

Curling into a tight ball – eyes clenched shut and hands gripping both sides of his head – the doctor rocked back and forth, tears now flowing freely down his face. He wept as the desperate echo's of a dead man pounded through his head until he became so lost he didn't know where he started and they began.

"Oh God... please no... please make it stop... please make it stop... please make it stop... Oh God... please make it-" he chanted to himself.

_**[MAN UP! There are no second chances! Once he finds you it's all over! … "She's just a little girl." … And what about all the other little girls, huh? What about them!? … "Sorry," … No, please!]**_

Unspeakable self loathing crashed through him, mindless pain digging into his soul like teeth into so much flesh. "-stop... please make it stop... please make it stop... Oh God... please make it-" His hands clamped over his mouth as his stomach lurched.

_**[Don't fool yourself! He hasn't changed! He can't! If he could he wouldn't do this- YOU'RE THE ONLY ONE WHO CAN STOP HIM! … "I'm sorry," … Come on don't just let him- … "I-I'm so sorry," … On no … "Sorry-"]**_

He tasted acid at the back of his throat and with a final twitch he vomited all over the floor.

When he finally calmed down he realised that he was shaking all over, his body dripping with sweat from the sudden exertion of the – he gasped and shuddered but didn't dare move – lest he spark another wave of... he couldn't think about it... _wouldn't_ think about it...

The hard floor was cool underneath him, soothing against his feverish skin. It was with supreme relief that he realised the memories were fading, one by one growing quieter and less substantial, until they were nothing but a... memory?

_That doesn't make any sense!_ His mind thundered at him. In fact this whole thing didn't make any sense... why was this happening? Months after he deleted the last remaining Parker memory... he should be in complete control! Where were these _things_ coming from?

His hand came up to rub his face only to jerk back in shock as it came away wet. He shakily got to his feet and rushed over to the sink in the corner of the lab and splashed himself with some freezing cold water.

He looked at the face in the mirror – drips of water sliding down well defined features – so much more handsome than his old face, even after all this time he still couldn't think of it as his own. He looked deep into the reflections eyes and wondered if his old enemy was still somewhere inside, behind the chocolate brown gelatin, mocking him, getting a good laugh at his suffering.

He could almost hear him now, could _see_ the reflection grinning at him... _You really want to be Spider-Man? You're in for a big shock Ock!_

Oily black hatred rose up from somewhere deep inside and he reared back and punched the laughing face in the mirror, his reinforced gloves easily taking the punishment.

The glass splintered and cracked beneath his fist, revealing a huge spider web which spread across the surface... and that _face_ right smack in the middle.

Somehow that was even worse. With an incoherent bellow he ripped the sink from it's foundation and threw it into the mirror with all his conceivable might, water sprayed from a broken pipe catching him in the face and shocking him back to reality.

He stared in disbelief at the damage he had caused.

Sink embedded in the mirror... shards of glass scattered everywhere... floor covered with vomit and starting to make one hell of a stink...

_Wow don't get you're knickers in a twist Doc, it was just a joke._

Otto clapped his hands over his ears. "You're not real... I don't hear anything... this is all in my head... YOU'RE DEAD!"

_Well according to that scanner over there Peter Parker has left the building, yet you don't seem to be too convinced of that Doc... now why is that?_

"What?"

_All I'm saying is, that when this type of weird introspection stuff goes down the one doing it is usually hiding from something... now what could the almighty Doc Ock possibly be hiding from exactly?_

"I'm not hearing this..."

_It's MJ isn't it? It makes sense, you've seen what I've seen, felt what I've felt... you love her._

"I-I don't know what you're talking about!"

_Of course you do... let it all out Doc... before you lose what little marbles you have left.  
_  
"Be silent, I don't want to hear this!"

_Maybe if you told the truth she'd love you back._

"Tell the truth? Fool... you'd like that wouldn't you! The truth gains me nothing!"

_It's not about gaining Doc, it's about doing the right thing... taking responsibility for your actions. _

"Shut up, shut up, you're not there so just shut up..."

_I was wrong Doc... you saved that little girls life... you're a hero... no one can deny that... now why don't you prove it to yourself?_

"ShutupshutupshutupshutupSHUTUP!"

Silence.

"Fine!" he whispered harshly as the door to his lab slid open. He stalked back to the neuron-scanner carefully avoiding the mess on the floor and taking no notice of the light footsteps coming up behind him. He sat down heavily in the chair.

"We'll just have to do it again won't we? Again and again and again until there's nothing left..."

_Well, you know what they say... 'You don't have to be crazy to mutter to yourself, but it helps'._

* * *

"Doctor?" a silky sweet voice questioned.

Standing behind him was a beautiful woman of average height – she eyed the mess curiously for a second before the smell caused her face to scrunch up cutely – She looked young, possibly in her mid twenties with brown eyes, pale skin and a short bob of black hair which was held back by a pair of chunky bronze goggles similar to the Doc's. The white lab coat she wore did little to conceal the slim gymnast's figure covered in a skin tight black body suit.

In her arms she carried a long and thin tube encased in a thick metal frame... some sort of reinforced medical canister. It seemed entirely unremarkable, yet the way she held it – cradled oh so preciously to her chest like a new born baby spoke volumes about it's significance.

Otto ignored her in favour of furiously tapping the keyboard connected to the scanner. There was a distinct hum as the machine came to life, and he immediately leaned back to begin the purge.

The woman pouted at his lack of attention before walking over to a nearby console in a huff.

She delicately placed the canister on the table and idly tapped a few keys until a yellow light started flashing on the ceiling above her.

She turned to lean against the console as dozens and dozens of tiny spider-bots – each emitting the same yellow light – scuttled their way into the room and began quickly and efficiently cleaning up the mess and repairing the damage.

_Remarkable... _she thought with no small sense of wonder. She had felt so lost when she had first travelled to this backwater time period – a time of incredible fools and reprehensible accidents – that's what she took from the history records anyway. But there were also diamonds in the rough. To think that there could possibly exist men of such genius that they could make the future look like the stone age.

_Truly remarkable..._ she picked up one particularly tiny spider-bot crawling down the wall next to her. She examined it closely and waited for her lo- _the_ _doctor_ to finish.

Serena Patel had always idolised Otto Octavius, or at least what he represented. His unending genius, his never tiring work ethic, but most of all his unwavering resolve against the constraints of modern society. And though history had branded him as a monster... as _the_ monster. She understood that – In the grand scheme of things – monsters are in some ways more important than so called heroes.

_Progress without chaos is a fools errand._

That is what the doctor's life had taught her, and that is what she lived by today.

"What is it Serena?" the tired voice shocked her from her musings. She looked up to see the doctor had already finished his purge and was now slumped in his chair, a double shot of golden alcohol in one hand and massaging his temple in irritation with the other.

"I-I just," Serena felt her heart beat increase as his sharp gaze suddenly swept over her, examining her, dissecting her, _penetrating_ her.

The thought was so tantalising that she couldn't help but trail her eyes up and down the doctor's slim yet powerful build, his rock hard muscles stretching the black dress shirt he wore for all that it was worth.

_God, that mind... in THAT body... the things I would do... No! Bad girl, naughty!_ She shivered slightly, biting her lip before quickly looking away.

"Ahem" She coughed as she picked up the canister and walked towards him, desperately trying to ignore the little tingle she felt as his handsome boyish face followed her every movement, hungry eyes taking _everything_ in.

"I finally completed the analysis on the ah..." she presented the canister to him, her eyes shining with admiration. "_suit_ like you asked... doctor." she whispered breathlessly.

"Very good Serena," Otto drank deeply from his beverage and stepped forward accepting it from her without batting an eyelash.

The doctor lightly weighed it in one hand for a second before motioning for her to follow him. Serena fell into step behind him as they made their way deeper into the lab towards a bullet proof glass container built into the wall. "Thoughts?" he asked as he placed the canister inside and sealed it shut.

"All good sir, though the fusion of Past and Future technology is in of itself an extremely ambiguous science... bordering on the insane." She muttered to herself. "With the combination of Stark protein-scale nanotechnology, my intimate knowledge of Biomachanics and along with you're latest stabilised Parker Particles... I-I'm actually stunned to admit that I've never... I've never actually seen anything like this before... this thing you've created... for all intents and purposes is..." her voice trailed off, eyes not once leaving the contents behind the glass.

"I know," the doctor murmured a trifle too smugly. He looked on – completely ignoring a little spider-bot trying to gain his attention, as two familiar tentacles snaked their way towards the metal canister, there was a distinct hiss as they unscrewed the tube before they quickly withdrew back into the wall.

Something started to... _ooze_ out of the canister... something silver and slimy... very slimy. It moved slowly, growing thicker and more alive with every second, all the while expanding in order to properly fit into it's new living quarters. The silver puddle bubbled for a second and seemed to consider it's new surroundings with confusion, almost like a puppy curiously checking out it's new home.

There was a short pause as it seemed to lock eyes with the doctor – if it had any – then it started to shiver... dozens of silver tendrils made themselves known, growing outwards, reaching out towards the doctor, like some grotesque imitation of a spider with too many legs. Trembling and shuddering and alive- until it let loose a violent insect like screech and lunged towards the doctor with startling speed.

There was a splat as the thing impacted with the glass, silver globs of slime splattered everywhere before quickly reforming back together, bigger than ever.

Otto sipped his drink, unconcerned by the show of aggression.

"...an _artificial_ symbiote!" Serena finally whispered in undisguised awe as the monster formed an extremely half hearted humanoid figure, tendrils squirming and bubbling all over the place. It screeched even louder than before, lunging at the doctor once again, misshapen claws raking fruitlessly against the unbreakable glass.

Doctor Octopus smirked humourlessly as he rolled the golden liquid around in his hand. He recalled the... _inspiration_ that led to this; his greatest of achievements... as well as his most humiliating of defeats.

* * *

_-Flashback 3 months ago-_

The Raft

A supposed maximum-_maximum_ security facility, designed solely for the incarceration and rehabilitation of only the most psychotic and deranged super-villains this side of the Milky Way.

Of course they had to build the damn thing on Ryker's Island, a stones throw away from New York... was _Fantasy Island_ suddenly full up?

That was the general consensus that went through the Superior Spider-Man's head as he punched, kicked and webbed his way through every de-powered inmate in the prison.

Over the past few days his spider-bots had picked up a rumour from certain individuals about a supposed break out involving but not limited to Shocker, Vulture, Hydro Man and several others.

Fortunately the rumour turned out to be true, the inmates had escaped their bonds and killed or injured anyone who got in their way, creating one hell of a riot in the process.

Otto had to brush aside a brief bout of nostalgia as he uppercut an very determined Fred Myers aka the Boomerang and webbing him to the prison wall, remembering the number of times he himself had lead his inmates to freedom from this horrible place.

_Simpler times,_ he mused icing up a pissed Morrie Bench before ducking to the side as a white-blonde leather clad beauty appeared out of nowhere to deliver a flying kick to the guy coming up behind him. She settled comfortably against his back, covering his blind spot.

Otto didn't know why Felicia Hardy had made it her business to accompany him on this little round up, but surprisingly, he was grateful for the help.

"No offence Spider but I have to tell you, I'm not really digging the whole red and black look. You're totally ripping off of Scarlet," She laughed as she kneed a guy in his tenders in response to his rather crude advances. She then proceeded to dig all ten deadly digits into the man's face.

Otto didn't say a word as he web-balled a couple of inmates, and these weren't harmless little web-balls either, they broke bones and picked thugs clean off the ground with varying degrees of force.

"And don't get me started on those weird lenses!" her playful tone not changing one iota as she ripped her claws out of the guy's face in a flurry of blood. It didn't kill him but it would make him and his friends hesitate for the rest of their natural born lives.

Felicia winked playfully at him. "I never thought I'd say this but they make you look like a total geek." She giggled as he grabbed her arm and swung her about, taking out several inmates all at once. She absently squeezed his biceps as he set her down "How's that for irony?"

"Good thing no one asked your opinion, now shut up and keep an eye out for-SHOCKER!" They both leaped out of the way as a sudden shriek of deadly vibrations sent everything in the immediate area flying, including the inmates.

Herman Schultz stood in his orange prison scrubs about thirty feet away, he had somehow jury rigged a heavy shock-gauntlet to his right arm and was pointing it straight at them with a hard grin on his face.

They both touched down only to dodge blast after blast with incredible agility.

"Ooh touché, so I hear you and Red are back together?" Black Cat asked as they scaled a wall only to split up just as a blast roared towards them, the impact spewing steel and concrete into the air.

"What of it?" Otto muttered from his position on the wall, he webbed a particularly large piece of concrete and sent it Herman's way only for it to crumble into dust. _So, he's also rigged a halfway decent vibrational field, impressive considering his lack of padded protection-_

"I'm just saying, that little thing we had the other night... she won't mind?"

Ock actually stopped mid-thought to stare at her. _Are we actually having this conversation right now?_ "Aren't you dating Daredevil?" he asked her incredulously.

She ignored him. "I mean seriously you're not even back together two months and you're sleeping around?"

"You're complaining?"

"...Not as such..."

"Then maybe you should keep your nose out of other people's busine-WATCH IT!" his spider-sense suddenly cut him off mid stream.

This stimulating conversation was all the opportunity Shocker needed. He sent four powerful blasts in quick succession towards the heroes – each of which were nimbly dodged – before making an extremely hasty exit, stage left.

"...You didn't mind where my nose was last time," Black Cat muttered stubbornly as they sprinted after Shocker.

_Where is he going?_ The Superior Spider-Man wondered as Shocker ducked inside the prison mess hall. _It's trap obviously. _He confirmed coming to a halt right before his spider-sense went haywire.

"FZZZZAAAAAAAAAK"

Ock only had enough time to shout out a warning as the most powerful sonic attack he had ever encountered completely tore through the building like a hurricane.

Time slowed down as a wave of stone, concrete and two thick metal doors came thundering at him. On reflex he adjusted his suits stealth enhancements and then dived straight through the blast like it wasn't even there. He couldn't dodge every single bit of concrete but he did manage to hop, spin and cartwheel past the worst of it with inches to spare.

Shocker – with a second blaster held out in front of him – didn't even have time to look remotely surprised as the Spider-Man was suddenly in his face. A right cross, left hook, and a kick to the solar plexus, and it was goodnight Herman.

That's when everything went straight to hell.

Literally the second his guard was down his spider-sense lit up like a Christmas tree and he found himself on the wrong end of a scorpion's stinger.

Otto watched the ground crumble and melt under the stinger in confusion before he realised he had barely managed to dodge the attack. Spinning in mid air, his hesitation allowed that metallic tail catch him in the face in a whiplash effect and send him careering across the courtyard, his spine screamed bloody murder as he smashed into the courtyard's wall and stayed there.

It only took a moment to realise the severity of his situation. The earth crunched as 'The Scorpion' aka Mac Gargan charged towards him completely armoured up in his huge cyborg-scorpion suit, which was odd considering Otto's mini spider-bots had chewed through that costume like so much mulch after his attempt on the Mayor's life. Gargan himself hadn't come out of that scuffle unscathed... having lost an arm and a leg to go with his jaw. Yet here he was, his glowing cybernetics more than making up for the pounds of lost flesh, and with a full-face visor for added protection... or to cover up the ugly, jury's still out on that one.

_How did he get the suit?_ "Cat... a little help here.." Ock mumbled shaking the cob-webs out of his head. He looked past the monstrous form of the Scorpion to locate Felicia. What he saw made him cringe.

Felicia was out cold... trapped under one of the heavy metal doors, she must have taken a hard knock because her white hair was now stained red.

_Guess that bad luck goes both ways,_ he thought as he narrowly dodged the stinger with a roll upwards and lashed out with a kick to his enemy's chin only to have his leg caught in Gargan's steel claws like he'd been expecting it. He tried to shoot his latest _electrified-webs_ – webbing capable of carrying enough electrical current to take down even the biggest of his prey – only to miss as Gargan shifted his head slightly to the left.

"Oh no, not this time bug brain!" Scorpion growled sinisterly through his metal jaw.

_Isn't he a bug brain too?_ The juvenile thought flashed from nowhere as pain lanced through his leg and then through his everything as Gargan began slamming him into the ground like a ragdoll, screaming at him with each impact.

"ALL!"

"THAT!"

"YOU'VE!"

"DONE!"

"TOO!"

"ME!"

White light burst through Otto's brain as his head bounced helplessly off the ground more than once.

"I'll pay you back ten times..." he lifted the spider up so they were face to face. "NO! A THOUSAND TIMES!" Gargan screamed then took a massive wind up and flung the spider as hard as he could the rest of the way through the stone wall.

Ock found himself looking up at the sky in a daze. Everything spun around him in a nauseating display of colours. He watched a bunch of fuzzy orange blobs hightail their way off into the distance out of the corner of his eye.

He watched as a shadow loomed over him, it was like a switch had been flipped and everything snapped back into focus. He tried to recall the last time he had been in this much pain... not since before his old body he quickly deduced.

"Rrrr..." _Getupgetupgetup!_ The doc thought frantically when scorpion's giant stinger whipped around before coming down on him with enough force to split the earth underneath him.

"Arrrgh" Otto screamed as he felt the point tear through flesh like paper. He frantically clawed at the stinger driving him into the ground, desperately trying to lift it... only to find he wasn't strong enough.

_He pierced my stomach... went straight through... didn't have a chance to inject his venom... lucky... still... blood loss... already feeling light headed... he's... stronger than you._ a voice whispered in his head. _That... can't... be... I-I'm... Spider-Ma-_"GAH!"

Ock felt himself lifted up, completely impaled on Gargan's stinger.

_You're going to die._

"No, please.." Ock hung limply, blood draining from his open wound.

He remembered.

"Oh I'm sorry, could you repeat that?" Gargan held a hand to his ear like someone expecting to be told a great secret. Gone was the Scorpion's rage and in it's place, a sickening sadistic glee, and try as he might Ock couldn't sum up the strength to defy it.

_Lying on that bed... tubes everywhere..._ "Don't..."

"Don't what?" Gargan's playful gutter tones were like glass to his ears.

_A dark dank room... all alone..._ "Please... don't..."

"Oh?"

_Death ticking ever closer... so cold..._ "Please... don't... kill me..."

Scorpion's face whipped up at those words, a look of utter shock on his face before dissolving into a fit of hysterics.

He pointed a claw at Ock and said in a baby voice. "Pwease don kil meee... pfftahahaaHAHAHAHAHAHAHAAA-"

"What a riot! It must be my birthday!" Gargan whipped his tail around and threw the spider back into the courtyard.

Ock groaned pitifully as he bounced and skidded across the hard tarmac before coming to a stop. He feebly tried to close his wound with a web-patch before a clawed metal foot stomped down on his wrist with decisive snap. Light flashed across his eyes.

"Is that it?" Gargan mocked from above him, stinger hanging threateningly over his head.

"Gargan... wait!" Getting a second wind Ock looked frantically around the courtyard... empty.

"No more quips?" His tail lowered slightly.

"Shut up and listen to me!"

"No more one liners?" The stinger dipped lower, drips of venom falling onto Ock's face.

"ARGH-Listen! I'm not Spider-Man!"

"Frankly... I'm disappointed in you Spidey," Gargan's stinger was just a hairs breadth away from his eye now.

"I'm Otto Octavius!" Otto suddenly screamed.

There was a moment of stunned silence.

Scorpion looked like someone had just told him his wife had been arrested for fornicating with the baboons at the local zoo.

"What?"

"What I just told you!" the doc growled. "You're not a complete idiot Garga-*CRUNCH*

Something landed with a tremendous impact. Ock and Gargan had just enough time to glimpse a Black Hawk helicopter swoop by overhead before they turned their attention towards the newcomer.

"Quite a family reunion, huh?" Agent Venom mocked, levelling his Multi-Gun at each combatant with deadly intent.

* * *

**I honestly didn't expect this chapter to go the way it did, when I got to that last bit I was like "WTF REALLY!?"**

**Who knew writing could be so surprising? And FYI, the flashback is _after_ Spencer Smythe's fate... whatever that is.**

**Anyway Read and Review please! Constructive Critism is greatly appreciated!**


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